My interest in reading picture books to children and subsequent devotion to their immense benefits is rooted in two related literary events during my eight-year tenure as a fifth grade pull-out and in-class resource teacher at Thomas Jefferson School. All of the students in fifth grade are required to read Lois Lowry’s Number the Stars as part of our Holocaust curriculum. The Holocaust in and of itself is a topic that shakes the minds and souls of adults. Needless to say, it’s unthinkable to expect ten-year old children to try to understand the horrific events of the Holocaust. In an attempt to garner support in understanding the topic of the Holocaust, I turned to my favorite author, Patricia Polacco, for help. I decided to read aloud to my students Polacco’s The Butterfly. This picture book delicately introduced the Holocaust to my students and provided them with the opportunity to ask a myriad of questions. The conversations that ensued were mature and thought-provoking. The Butterfly provided me with a perfect before-reading activity. In order to support students’ critical thinking and understanding of discrimination, courage, determination, fear, persecution, etc., while reading, discussing, responding, and reflecting upon Number the Stars, I placed a tablecloth on a table in my classroom and set it with a text set of picture books that clearly portrayed these themes. The students and I achieved two tremendous literacy insights. They devoured Number the Stars, and, when we later investigated other historical events in Social Studies such as slavery, the Civil War, civil rights, etc., the students were better prepared to engage with these topics and understand the gravity of each of them. Furthermore, reading comprehension skills such as main idea and details, inferring, cause and effect relationships, predicting, and text to self, text, and world connections as well as content vocabulary were significantly enhanced. Picture books greatly contributed to my students’ literacy engagement and knowledge acquisition.